HeartSciences Inc.

Notes to Condensed Unaudited Financial Statements

Note1. Basis of Presentation

HeartSciences Inc. (“HeartSciences” or the “Company”) is a healthcare information technology company focused on advancing electrocardiography (“ECG” or “EKG”) through the integration of artificial intelligence (“AI”). The Company has developed MyoVista Insights™, a cloud-native, vendor- and device-agnostic ECG management platform designed to improve workflow efficiency, streamline data management, and support the deployment ofthird-party AI-ECG algorithms. MyoVista Insights is classified as a Medical Device Data System (“MDDS”) and is exempt from U.S. Food and Drug Administration (“FDA”)510(k) requirements. HeartSciences has also developed the MyoVista®wavECG™ device, which provides conventional ECG functionality and is designed to host AI-ECG algorithms. The Company submitted the MyoVistawavECG device to the FDA for510(k) premarket clearance in* December 2025and has licensed or developed additional AI-ECG algorithms that may*be submitted for regulatory clearance in the future. The Company is a Texas corporation and is headquartered in Southlake, Texas.

On* May 6, 2024,the Company filed a Certificate of Amendment to the Amended and Restated Certificate of Formation with the Secretary of the State of the state of Texas to effect a1*-for-100 reverse stock split (the “Reverse Stock Split”) of its outstanding shares of common stock, $0.001 par value per share (the “Common Stock”), with an effective date of* May 17, 2024.As a result of the Reverse Stock Split, every 100 shares of the Company's issued and outstanding pre-reverse split Common Stock were combined intoone* share of Common Stock, except to the extent that the Reverse Stock Split resulted in any of the Company's shareholders owning a fractional share, which was rounded up to the next highest whole share. In connection with the Reverse Stock Split, there wasno change in the par value per share of $0.001. As a result of the Reverse Stock Split, equitable adjustments corresponding to the Reverse Stock Split ratio will be made to the Company’s outstanding warrants and upon the exercise or vesting of all stock options such that everyone hundred (100) shares of Common Stock that* maybe issued upon the exercise of the warrants and stock options held immediately prior to the Reverse Stock Split will representone* share of Common Stock that* may*be issued upon exercise of such warrants and stock options immediately following the Reverse Stock Split. Correspondingly, the exercise price per share of Common Stock attributable to the warrants and stock options immediately prior to the Reverse Stock Split will be proportionately increased by a multiple of 100 following the Reverse Stock Split.

All Common Stock share and per share data, and exercise price data for applicable Common Stock equivalents, included in these financial statements have been retroactively adjusted to give effect to the Reverse Stock Split for all periods presented, unless otherwise indicated.

Note2. Liquidity, Going Concern and Other Uncertainties

The Company is subject to a number of risks similar to those of early-stage companies, including dependence on key individuals and products, the difficulties inherent in the development of a commercial market, the need to obtain additional capital, competition from larger companies, and other technologies.

The Company has incurred losses each year since inception and has experienced negative cash flows from operations in each year since inception. At* January 31, 2026* and* April 30, 2025*, the Company had an accumulated deficit of $82.5 million and $76.1 million, respectively. These factors raise substantial doubt regarding the Company's ability to continue as a going concern.

In* January 2026,the Company entered into a note purchase agreement (the “Note Purchase Agreement”) with Streeterville Capital, LLC, an accredited investor (“Streeterville”), pursuant to which the Company issued to Streeterville an unsecured promissory note in the original principal amount of $3,605,000 (the“$3.6M* Streeterville Note”). The Streeterville Note carried an OID of $600,000 and $5,000 was withheld from the*$3.6M* Streeterville Note for reimbursement of Streeterville's transaction expenses. As a result, the Company received aggregate net proceeds of approximately $3.0 million in connection with the issuance of the*$3.6M* Streeterville Note. (see Note4).

On* March 10, 2025,the Company commenced an offering on a "best efforts" basis for a maximum of up to 4,285,714 Units. Each Unit (each a "Unit" and collectively the “Units”) consists ofone* (1) share of Series D Convertible Preferred Stock, par value $0.001 per share (the “Series D Preferred Stock”), andone (1) warrant, each to purchaseone (1) share of the Company's Common Stock. The Units will be sold at an offering price of $3.50 per Unit, for a maximum offering amount of $15.0 million worth of units. During thenine months ended* January 31, 2026*, the Company issued 1,912,383 Units for gross proceeds of approximately $6.7 million. There was approximately $8.3 million available for issuance as of the date of this Quarterly Report.

On* September 18, 2023,the Company entered into an Equity Distribution Agreement (the “EDA”) with an institutional investor, pursuant to which the Company mayoffer and sell an aggregate of up to $3.25 million of its shares of Common Stock in At-the-Market offerings (“ATM Facility”). In November 2023,the EDA was further amended increasing the aggregate amount of Common Stock that maybe sold under the ATM Facility to $15.0 million, and further amended again in August 2025,increasing the aggregate amount of Common Stock that maybe sold under the ATM Facility to $25.0 million. The Company is eligible to sell up to $14.7 million worth of shares of Common Stock as the aggregate market value of the Company’s shares of Common Stock eligible for sale under the EDA is subject to limitations of General InstructionI.B.6* of Form S-3 until such time that the Company's public float equals or exceeds $75.0 million. In the event the aggregate market value of the Company’s outstanding Common Stock held by non-affiliates equals or exceeds $75.0 million, then theone-third limitation on sales set forth in General InstructionI.B.6 of Form S-3 shallnot apply to additional sales made pursuant to the EDA. During thenine months ended* January 31, 2026*, the Company issued and sold 48,858 shares under the ATM Facility for net proceeds of approximately $0.2 million. There was approximately $4.2 million available for issuance as of the date of this Quarterly Report.

In* March 2023,the Company entered into a purchase agreement with Lincoln Park Capital Fund, LLC (“Lincoln Park”) providing for the purchase, from time to time at the Company’s discretion, of up to $15.0 million of the Company’s Common Stock, over thethirty-six* (36) month term of the purchase agreement (“Equity Line”). There wereno shares issued under the Equity Line during thesix months ended* October 31, 2025.*Since inception, the Company has issued and sold an aggregate 253,617 shares of Common Stock, including 1,625 commitment shares, under the Equity Line receiving gross proceeds of approximately $2.2 million. There was approximately $12.8 million available for issuance under the Equity Line as of the date of this Quarterly Report.

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Based on the Company’s forecasts and cashflow projections, management believes that current resources would be insufficient to fund operations to achieve commercialization. Additionally, the FDA can delay, limit or deny clearance of a medical device for many reasons outside the Company’s control which* may*involve substantial unforeseen costs.

Management’s plans include raising capital through the sale of additional equity securities, debt, or capital inflows from strategic partnerships. Management can provideno assurance that such financing or strategic relationships will be available on acceptable terms, or at all, which would likely have a material adverse effect on the Company and its financial statements.

The condensed unaudited financial statements donot include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern for a reasonable period.

Note3. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and in conformity with the instructions on Form10-Q and Rule8-03 of Regulation S-X and the related rules and regulations of the U.S. Securities and Exchange Commissions (“SEC”) and have been prepared on a basis which assumes that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. In the opinion of management, the unaudited interim financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results of operations for the periods presented. The interim operating results arenot necessarily indicative of results that* maybe expected for any subsequent period. The accompanying unaudited condensed financial statements should be read in conjunction with the Company's audited financial statements and notes thereto included in the2025* Annual Report on Form10-K.

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities ofthree months or less to be cash equivalents. The fair value of cash and cash equivalents approximates carrying value. At times, the Company’s cash balances* may*exceed the current insured amounts under the Federal Deposit Insurance Corporation (“FDIC”).

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Inventory

All inventories are stated at lower of cost or net realizable value, with cost determined substantially on a “first-in,first-out” basis. The following is a summary of the Company’s inventories at* January 31, 2026* and* April 30, 2025*:

Inventory consists mainly of raw materials and components used in the current hardware build of the MyoVistawavECG devices and components are used for research and development purposes and device sales, which to date have been in international markets as sale of the MyoVistawavECG in the U.S. is subject to FDA clearance. Management believes that its hardware platform is in final form, however, prior to FDA clearance and market acceptance of the MyoVistawavECG, further hardware changes could be necessary which could have an impact on net realizable values. The majority of the Company’s current inventory is intended for use to build finished products following regulatory clearance. Finished products donot contain materials that would degrade significantly over the useable life of the device and are considered to have a useable life of overseven years. Existing inventory related to finished devices are planned to be updated to the latest hardware revision and specifically allocated to a limited distribution for field reliability studies and arenot slated for general purpose sales. The Company periodically evaluates inventory and makes specific write-offs and provides an allowance for inventory that is considered obsolete due to hardware and or software related changes. If the Company doesnot receive FDA clearance and/or obtain market acceptance of the MyoVistawavECG, the Company could have further material write-downs of inventory due to obsolescence in excess of the amount currently reserved.

Research and Development Expenses

In accordance with ASC Topic730, *Accounting for Research and Development Costs,*the Company accounts for research and development expenditures, including payments to collaborative research partners and regulatory filing costs, as research and development expenses.

The Company also applies the principles of ASC985-20, Accounting for the Costs of Computer Software to Be Sold, Leased, or Otherwise Marketed (“ASC985-20”). ASC985-20 requires that software development costs incurred in conjunction with product development be charged to research and development expense until technological feasibility is established.

Software Development Costs

The costs incurred for the development of computer software to be sold, leased, or otherwise marketed are capitalized in accordance with ASC985-20, when technological feasibility has been established. Technological feasibility generally occurs when all planning, design, coding, and testing activities are completed that are necessary to establish that the product can be produced to meet its design specifications, including functions, features, and technical performance requirements. Based on our software development process, technological feasibility is established upon the completion of a working model that contains essentially all the functionality and features of a final model. The completeness and consistency of the working model have been confirmed through testing.

Costs incurred during the period of planning and design, prior to the period of determining technological feasibility, has been charged to operations in the period incurred as research and development costs. Capitalization of software development costs begins upon the establishment of technological feasibility and reported at the lower of unamortized cost or net realizable value. Capitalization is discontinued when the product is made available for sale.

Amortization of capitalized development costs for externally marketed software commences when the product is available for commercial release. Capitalized software development costs are amortized using the greater of (a) the amount computed using the ratio that current gross revenue for a product bear to total of current and anticipated future gross revenue for that product or (b) the straight-line method, beginning upon commercial release of the product, and continuing over the remaining estimated economic life of the product.

As of* January 31, 2026*, capitalized product development costs related to MyoVista Insights were $457,123.No amortization was recorded during thenine months ended* January 31, 2026*, as the software wasnot yet available for commercial release.

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Property and Equipment

Property and equipment are recorded at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives. The range of estimated useful lives used to calculate depreciation is generally 3 to 5 years. Ordinary maintenance and repairs are charged to expense as incurred, and replacements and betterments are capitalized. When items are retired or otherwise disposed, the related cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in other income (expense).

The following is a summary of the Company’s property and equipment at* January 31, 2026* and* April 30, 2025*:

Deferred Offering Costs

The Company capitalizes certain legal, professional, and other-third party charges related to its efforts to raise capital and other ongoing equity financings as deferred offering costs until fully consummated. These costs are deferred until the completion of the offerings at which time they are reclassified to additional paid-in-capital as a reduction of the offering proceeds. If the Company terminates the planned offering, all of the deferred offering costs will be immediately written off to operating expenses.

In* March 2023,the Company entered into a purchase agreement and registration rights agreement with an institutional investor, providing for the sale, from time to time at the discretion of the Company, of up to $15.0 million of the Company's Common Stock, over thethirty-six* (36) month term of the purchase agreement. Deferred offering costs associated with the Equity Line are reclassified to additional paid in capital on a pro-rata basis over the term of the agreement.

In* September 2023,*the Company entered into an EDA to sell its Common Stock under the ATM Facility. Deferred offering costs associated with the ATM Facility are reclassified to additional paid in capital on a pro-rata basis.

In* March 2025,the Company filed an offering statement on Form1*-A with the SEC for the sale of preferred stock and warrants. Deferred offering costs associated with this offering are reclassified to additional paid in capital on a pro-rata basis.

As of* January 31, 2026* and* April 30, 2025*, $822,206 and $290,925 of deferred offering costs were capitalized on the balance sheet, respectively.

Fair Value Measurements

The accounting guidance establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset transaction between market participants on the measurement date. Where available, fair value is based on observable market prices or is derived from such prices. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability.

As a basis for considering such assumptions, the accounting guidance establishes athree-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

In certain cases, the inputs used to measure fair value* may*fall into different levels of the fair value hierarchy. In such cases, the assignment of an asset or liability within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.

Management’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. The carrying amounts of the Company’s financial instruments, which primarily include cash and cash equivalents, accounts payable and accrued expenses, approximate their fair values due to their short-term nature. The carrying amounts of the Company’s existing notes payable approximate their fair values at the stated interest rates and are reflective of the prevailing market rates.

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Long-Lived Assets

Long-lived assets, such as equipment, software development costs, and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset* may**not* be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Companyfirst compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is determined tonot be recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent the carrying amount exceeds its fair value.

Leases

The Company determines if a contract is or contains a lease at inception or modification of a contract. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period in exchange for consideration. Control over the use of the identified asset means the lessee has both (a) the right to obtain substantially all of the economic benefits from the use of the asset and (b) the right to direct the use of the asset. Right-of-use assets and liabilities are recognized based on the present value of future minimum lease payments over the expected lease term at commencement date. The Company measures and records a right-of-use asset and lease liability based on the discount rate implicit in the lease, if known. In cases where the discount rate implicit in the lease isnot known, the Company measures the right-of-use assets and lease liabilities using a discount rate equal to the Company’s estimated incremental borrowing rate for loans with similar collateral and duration.

The Company elected tonot apply the recognition requirements to leases of all classes of underlying assets that, at the commencement date, have a lease term of12 months or less and donot include an option to purchase the underlying asset that the lessee is reasonably certain to exercise. Instead, lease payments for such short-term leases are recognized in operations on a straight-line basis over the lease term and variable lease payments in the period in which the obligation for those payments is incurred.

Stock-Based Compensation

The Company accounts for employee and non-employee share-based compensation in accordance with the provisions of ASC718, Compensation–* Stock Compensation*. Under ASC718, share-based compensation cost is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense over the requisite service period (generally the vesting period of the equity grant).

The Company grants stock options, restricted stock units (“RSUs”), and restricted stock awards (“RSAs”) under its2023 Equity Incentive Plan, as amended. The Company measures all share-based payment awards at their grant-date fair value. The fair value of each option is estimated on the date of grant using the Black-Scholes option-pricing model that uses assumptions for expected volatility, expected dividends, expected forfeiture rate, expected term, and the risk-free interest rate. These assumptions are primarily based on historical data, peer company data and the judgment of management regarding future trends and other factors.

Management has estimated the expected term of its Common Stock options using the “simplified” method, whereby, the expected term equals the arithmetic average of the vesting term and the original contractual term of the option due to its lack of sufficient historical data. The risk-free interest rates for periods within the expected term of the option are based on the US Treasury securities with a maturity date that commensurate with the expected term of the associated award. There isno expected dividend yield since the Company has never paid cash dividends and doesnot expect to pay cash dividends in the foreseeable future.

For stock options issued to employees and non-employees, the fair value of stock-based awards is recognized as compensation expense over the requisite service period, which is defined as the period during which an employee is required to provide service in exchange for an award. The Company uses a straight-line attribution method for all grants that include only a service condition. The Company accounts for forfeitures when they occur. Stock-based compensation expense recognized in the financial statements is reduced by actual awards forfeited. For RSUs issued to employees, the Company recognizes the grant date fair value of the RSUs over the requisite service period, which is generally the vesting term. For awards only subject to service-based vesting conditions, the Company recognizes stock-based compensation expense on a straight-line basis. For awards subject to performance-based vesting conditions, the Company recognizes stock-based compensation expense using the accelerated attribution method when the achievement of the performance condition becomes probable.

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Net Loss Per Common Share

Basic net loss per share excludes the effect of dilution and is computed by dividing the net loss attributable to common shareholders by the weighted-average number of shares of Common Stock outstanding during the period, without consideration of potentially dilutive securities.

Diluted net loss per share is computed by dividing the net loss attributable to common shareholders by the weighted-average number of Common Stock and potentially dilutive securities outstanding for the period. For purposes of the diluted net loss per share calculation, convertible preferred stock, stock options, RSUs, Common Stock subject to repurchase related to early exercise of stock options, convertible stock warrants, and convertible notes are considered to be potentially dilutive securities. As the Company has reported a net loss for all periods presented, diluted net loss per common share is the same as basic net loss per common share for those periods.

Common Stock Warrants

The Company grants warrants to purchase Common Stock in connection with financing transactions. Warrants are valued based on Black-Scholes models and the fair value is recorded to additional paid-in-capital.

Revenue Recognition

In accordance with ASC606, Revenue from Contracts with Customers, revenue is recognized when a customer obtains control of promised goods or services. The guidance focuses on the core principle for revenue recognition, which is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company recognizes revenue in accordance with ASC606, which provides afive-step model for recognizing revenue from contracts with customers as follows:

A contract with a customer exists when (i) the Company enters into a legally enforceable contract with a customer, through a purchase order, that defines each party’s rights regarding the products to be transferred and identifies the payment terms related to these products, (ii) the contract has commercial substance and, (iii) the Company determines that collection of substantially all consideration for products that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. The only performance obligation is to create and ship the product and each product has separate, distinct pricing. Performance obligations are met and revenue is recognized at a point in time when the order for its goods are shipped FOB manufacturer and control is transferred.

The transaction price is determined based on the amount expected to be entitled to in exchange for transferring the product to the customer net of any transaction price adjustments. The Company’s payment terms to customers generally range from30 to60 days.

Payment terms fall within theone-year guidance for the practical expedient which allows the Company to forgo adjustment of the promised amount of consideration for the effects of a significant financing component. The Company accepts product returns at its discretion or if the product is defective as manufactured. Historically, the actual product returns have been immaterial to the Company’s financial statements. The Company elected to treat shipping and handling costs as a fulfillment cost and included them in the cost of goods sold as incurred. Costs associated with product sales include commissions. The Company applies the practical expedient and recognizes commissions as expense when incurred because the expense is incurred at a point in time and the amortization period is less thanone year. Commissions are recorded as selling expense.

The Company didnot recognize material revenues during thenine month periods ended* January 31, 2026and2025*. The Company’s revenues donot require significant estimates or judgments. The Company isnot a party to contracts that include multiple performance obligations or material variable consideration. As of* January 31, 2026* and* April 30, 2025*, the Company didnot have any contract assets or liabilities from contracts with customers and there wereno remaining performance obligations that the Company hadnot satisfied.

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Income Taxes

The Company accounts for income taxes under the asset and liability method, which requires recognition of deferred tax assets, subject to valuation allowances, and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting and income tax purposes. Management considers many factors when assessing the likelihood of future realization of deferred tax assets, including recent cumulative experience by taxing jurisdiction, expectations of future taxable income or loss, the carry-forward periods available to the Company for tax reporting purposes, and other relevant factors.

In assessing the realizability of deferred tax assets, management considers whether it is more likely thannot that some portion or all of the deferred tax assets willnot be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. A valuation allowance is established if it is more likely thannot that all or a portion of the net deferred tax assets willnot be realized. Based upon the projections for future taxable income over the periods in which the deferred tax assets are deductible, management believes it is more likely thannot that the Company willnot realize the benefits of these deductible differences, and therefore, a full valuation allowance has been recorded at* January 31, 2026* and* April 30, 2025*.

Accruals for uncertain tax positions are provided for in accordance with applicable accounting standards. The Company* mayrecognize the tax benefits from an uncertain tax position only if it is more likely thannot* that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than50% likelihood of being realized upon ultimate settlement. Judgment is required in assessing the future tax consequences of events that have been recognized in the financial statements or tax returns.

Based on its analysis, management has determined that it hasnot incurred any liability for unrecognized tax benefits as of* January 31, 2026* and* April 30, 2025*.

The Company* maybe subject to potential examination by U.S. federal, U.S. states or foreign jurisdiction authorities in the areas of income taxes. These potential examinations may*include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with U.S. federal, U.S. state and foreign tax laws.

The Company is subject to income taxes in the U.S. federal jurisdiction and franchise taxes in the State of Texas. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require significant judgment to apply. Generally, the Company isno longer subject to income tax examinations by major taxing authorities for years before* April 30, 2021.*

Segments

Operating segments are identified as components of an enterprise about which discrete financial information is available for evaluation by the chief operating decision-maker (“CODM”) in deciding resource allocation and assessing performance. The Company has determined that its CODM is its Chief Executive Officer. The Company's CODM reviews financial information presented for the purpose of making decisions, allocating resources and evaluating performance. The Company has determined it operates inone operating and reportable segment.

Recent Accounting Standards

In* December 2023,the Financial Standards Accounting Board (FASB) issued Accounting Standards Update (ASU)2023-09 "Income Taxes (Topics740): Improvements to Income Tax Disclosures*" to expand the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid. ASU2023-09 is effective for the Company’s annual periods beginning* January 1, 2025,with early adoption permitted. The Company doesnot* expect that the standard will have a significant impact on its financial statement disclosures.

In* November 2024,the FASB issued ASU2024*-03 (updated ASU2025-01 issued in* January 2025), "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic220-40): Disaggregation of Income Statement Expenses", which requires the disaggregation of certain expense captions into specified categories in disclosures within the notes to the financial statements to provide enhanced transparency into the expense captions presented on the face of the income statement. ASU2024-03 is effective for annual reporting periods beginning after December 15, 2026,and interim periods beginning after December 15, 2027,with early adoption permitted, and maybe applied either prospectively or retrospectively to financial statements issued for reporting periods after the effective date of ASU2024*-03 or retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating the impact of adopting ASU2024-03.

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Note4. Debt

Debt consists of the following:

Loan and Security Agreement

In* April 2020,the Company entered into a loan and security agreement (the “Loan and Security Agreement”) pursuant to which a secured promissory note in the original principal amount of $500,000 (the “FRV Note”) was issued to each of Front Range Ventures LLC (“FRV”) and John Q. Adams (the “JQA Note”), who were both shareholders of the Company at the time of issuance. John Q. Adams was also a director of the Company at the time of entering into the Loan and Security Agreement. Each party committed to lend a principal amount of $500,000, totaling $1,000,000, and the loan was drawn inthree installments of $300,000 upon execution of the loan agreement, $350,000 on or about July 2, 2020and $350,000 on or about September 4, 2020.The loan accrued interest at a rate of 12% per annum, compounded annually, payable at maturity. The Company is also required to pay default interest at a rate of 18% per annum, compounded annually, on any unpaid amounts after the applicable due date until the loan amounts are fully re-paid. The loan is collateralized by substantially all of the Company’s assets and intellectual property, except for the secured interest on the covered technology as discussed in Note7.*

The loan had an original maturity date of* September 30, 2021,which was amended in September 2021making the note repayable on demand. The loan was amended in November 2021,extending the maturity to September 30, 2022;further amended in May 2022to extend the maturity to September 30, 2023;amended again in January 2023to (i) further extend the maturity date of the FRV Note to September 30, 2024,on which date the principal amount and all accrued interest thereon would be due and payable; and (ii) amend the dates on which principal and accrued interest was due under the JQA Note, such that interest accrued would have been due and payable on September 30, 2023,and the principal amount together with all accrued interest after September 30, 2023would be due and payable on March 31, 2024.*

In* October 2023,the Company issued to FRV and Mr. Adams warrants ("$1M* Lender Warrants") to purchase an aggregate of 2,000 shares of Common Stock as consideration for the extension of the interest maturity date toone lender. On* November 16, 2023,the Company entered into a note conversion letter agreement with John Q. Adams (the “Adams Note Conversion Letter Agreement”). Pursuant to the Adams Note Conversion Letter Agreement, in consideration for the conversion of the principal and interest in the amounts of $585,006 due under the JQA Note, on November 16, 2023,the Company: (1) issued 36,563 shares of Common Stock to Mr. Adams; and (2) entered into a Adams Warrant Amendment (as defined below) with Mr. Adams, amending the$1M* Lender Warrants to reduce the exercise price of an aggregate of 1,076 $1M Lender Warrants to $16.00 per share (the “Adams Warrant Amendment”).

On* August 19, 2024,the Company and FRV entered into AmendmentNo.* 6 to the Loan and Security Agreement to further extend the maturity date of the FRV Note to* September 30, 2025.As per the amendment, the Company paid approximately $305,000 in accrued interest to FRV in Fiscal2025.*

On* September 26, 2025,the Company and FRV entered into AmendmentNo.* 7 of the Loan and Security Agreement to further extend the maturity date to* September 30, 2026and pay the outstanding accrued interest as follows: (i) a payment of accrued interest on or before September 30, 2025and (ii) thereafter all accrued interest due shall be payable at maturity. The Company mayelect to repay all or any part of the FRV Note, as amended, in its sole discretion at any time prior to the extended maturity date, provided such repayment shallnot* be less than $50,000 and shallfirst be applied to accrued interest and thereafter to outstanding principal. During thenine months ended* January 31, 2026*, the Company paid approximately $61,000 in accrued interest to FRV.

As of* January 31, 2026* and* April 30, 2025*, accrued interest was approximately $20,000 and $35,000, respectively, and is included in accrued interest expense in the accompanying condensed balance sheets.

$2.5M and$3.6M Streeterville Notes**

In* September 2024,*the Company entered into a Note Purchase Agreement with Streeterville, pursuant to which the Company issued to Streeterville an unsecured promissory note in the original principal amount of $2,510,000 (the"$2.5M Streeterville Note"). The$2.5M Streeterville Note carried an Original Issue Discount (the “OID”) of $500,000 and $10,000 was withheld from the$2.5M Streeterville Note for reimbursement of Streeterville's transaction expenses. Additionally, the Company incurred debt financing costs of $159,700. As a result, the Company received aggregate net proceeds of approximately $1.9 million in connection with the issuance of the$2.5M Streeterville Note.

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The$2.5M Streeterville Note bears interest at the rate of 8.5% per annum and matures in* March 2026.From time to time, beginningsix* months after issuance, Streeterville* mayredeem a portion of the$2.5M Streeterville Note,not to exceed $270,000 per month. In the event the Company hasnot* reduced the outstanding balance under the$2.5M Streeterville Note by at least $900,000 by the12-month anniversary following the issuance date, then the outstanding balance at such time will automatically increase by 5%. Subject to terms and conditions set forth in the$2.5M Streeterville Note, the Company* may*prepay all or any portion of the outstanding balance of the$2.5M Streeterville Note at any time.

During thenine months ended* January 31, 2026*, the Company entered into agreements with Streeterville, pursuant to which Streeterville exchanged $1,975,000 in aggregate principal and $45,000 in accrued interest owed under the$2.5M Streeterville Note for 570,626 shares of the Company's Common Stock. The issuance of the shares was made pursuant to the exemption from the registration requirements afforded by Section3(a)(9) of the Securities Act (See Note5). During thenine months ended* January 31, 2026*, the Company repaid in cash, $450,000 in principal on the$2.5M Streeterville Note. As of the date of this Quarterly Report, the outstanding principal balance of the$2.5M Streeterville Note has been repaid in full, other than remaining outstanding unpaid interest under such note. As a result, the Company wrote off the remaining balance of unamortized OID and debt issuance costs of approximately $264,000.

On* March 11, 2026,the Company and Streeterville amended the$2.5M* Streeterville Note to extend the maturity date to* June 30, 2026.*

In* January 2026,the Company entered into asecond* Note Purchase Agreement with Streeterville, pursuant to which the Company issued to Streeterville an unsecured promissory note in the original principal amount of $3,605,000 (the"$3.6M Streeterville Note"). The$3.6M Streeterville Note carried an OID of $600,000 and $5,000 was withheld from the$3.6M Streeterville Note for reimbursement of Streeterville's transaction expenses. As a result, the Company received aggregate net proceeds of approximately $3.0 million in connection with the issuance of the$3.6M Streeterville Note.

The$3.6M Streeterville Note bears interest at the rate of 12.0% per annum and matures in* July 2027.From time to time, beginningsix* months after issuance, Streeterville* mayredeem a portion of the$3.6M Streeterville Note,not to exceed $405,000 per month. In the event the Company hasnot* reduced the outstanding balance under the$3.6M Streeterville Note by at least $1,250,000 by the12-month anniversary following the issuance date, then the outstanding balance at such time will automatically increase by 5%. Subject to terms and conditions set forth in the$3.6M Streeterville Note, the Company* may*prepay all or any portion of the outstanding balance of the$3.6M Streeterville Note at any time.

The*$2.5M* Streeterville Note and the*$3.6M* Streeterville Note contain customary events of default, including if the Company undertakes a fundamental transaction (including consolidations, mergers, and certain changes in control of the Company), without Streeterville’s prior written consent. Upon the occurrence of certain events of default, the outstanding balance of such notes will become automatically due and payable. Additionally, upon an event of default described in such notes (i.e., the failure to pay amounts under such notes when due or to observe any covenant under the Note Purchase Agreements), the outstanding balance of these notes automatically increase to the lesser of 18% or the maximum rate permitted by law.

As of* January 31, 2026* and* April 30, 2025*, accrued interest was approximately $180,000 and $143,000, respectively, under the*$2.5M* Streeterville Note and the*$3.6M* Streeterville Note and is included in accrued interest expense in the accompanying condensed balance sheets.

Note5. Stockholders’** Equity**

Preferred Stock

The Company authorized 20,000,000 shares of preferred stock, par value $0.001 per share (“Preferred Stock”), of which 10,000 shares have been designated as Series A Convertible Preferred Stock,10,000 shares have been designated as Series B Convertible Preferred Stock,600,000 shares have been designated as Series C Convertible Preferred Stock (the “Series C Preferred Stock”), and 4,285,714 shares have been designated as Series D Preferred Stock.

Series C Preferred Stock

The Series C Preferred Stock was originally issued at $25.00 per share. An amendment to, or waiver of rights in, the Series C Preferred Stock certificate of designation requires the approval of holders of a majority of the outstanding shares of Series C Preferred Stock and FRV (so long as FRV owns at least 71,000 shares of Series C Preferred Stock).

At* January 31, 2026* and* April 30, 2025*, there were 380,440 shares of Series C Preferred Stock outstanding.

Holders of the Series C Preferred Stock are entitled to receive dividends at an annual rate of $1.50 per share of Series C Preferred Stock, shall accrue and are payable out of funds legally available, are payable only when and if declared by the board of directors, and are noncumulative. No dividends have been declared to date. The holders of the shares of Series C Preferred Stock have voting rights equal to an equivalent number of shares of Common Stock into which it is convertible and vote together asone class with Common Stock.

Each share of Series C Preferred Stock is convertible, at the option of the holder at any time, into such number of fully paid and non-assessable shares of Common Stock determined by dividing the original issue price of $25.00 by the conversion price for such series in effect at the time of conversion for the Series C Preferred Stock. The conversion price for the Series C Preferred Stock is subject to adjustment in accordance with conversion provisions contained in the Company's certificate of formation, as amended.

At* January 31, 2026*, the outstanding shares of Series C Preferred Stock were convertible into 292,998 shares of Common Stock at a conversion price of $32.46 per share.

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Series D Preferred Stock

On* March 10, 2025,the Company entered into a selling agency agreement (the “Placement Agent Agreement”) with Digital offering LLC (“Digital Offering”) to act as sole placement agent (the “Placement Agent”) on a “best efforts” offering of up to 4,285,714 Units, with each Unit consisting of (a)one share of the Company's Series D Preferred Stock and (b)one warrant to purchaseone share of the Company's Common Stock, for a total of 4,285,714 shares of the Company's Series D Preferred Stock and warrants to purchase up to an aggregate of 4,285,714 shares of Common Stock (collectively, the “Offering”), pursuant to certain subscription agreements with certain investors, upon which each investor must complete a Subscription Agreement and submit the applicable subscription price as set forth therein. The offering price is $3.50 per Unit, for a maximum offering amount of $15.0 million worth of Units. Each warrant is exercisable at any time from the date of issuance through thethird* anniversary from the date of issuance, unless earlier redeemed and is exercisable to purchaseone share of Common Stock at $5.00 per share, subject to customary adjustment.

Pursuant to the Placement Agent Agreement, the Placement Agent is entitled to receive from each closing of the Offering (i) a cash fee of 7% of the gross proceeds received by the Company from such closing, (ii) warrants (the “Agent Unit Warrants”) to purchase 3% of the total number of Units sold by the Company at such closing (the “Agent Units”) at an exercise price of $4.375 per Agent Unit Warrant, with each Agent Unit consisting ofone share of Series D Preferred Stock (the “Agent Preferred Shares”) andone Warrant (the “Agent Warrants” and the shares of Common Stock underlying such Agent Warrants, the “Agent Warrant Shares”), and (iii) reimbursement of certain of its out-of-pocket expenses. Digital Offering is acting on a “reasonable best efforts” basis, in connection with the Offering and is underno obligation to purchase any of the Units or arrange for the sale of any specific number or dollar amount of shares of the Units.

On* February 10, 2025,in connection with the Series D Preferred Stock Offering, the Company’s Board of Directors adopted a Certificate of Designations of Series D Preferred Stock, which was filed with the Secretary of State of the state of Texas (the “Texas Secretary of State”) on May 21, 2025,to create, out of the Company’s authorized but unissued preferred stock, the Series D Preferred Stock (the “Certificate of Designations of Series D Preferred Stock”). On May 28, 2025,*the Company was notified by the Texas Secretary of State, that the Company’s Certificate of Designations of Series D Preferred Stock was made effective as of the filing date.

The Series D Preferred Stock has an initial stated value of $3.50 per share which is equal to the price per Unit, subject to appropriate adjustment in relation to certain events, such as recapitalizations, stock dividends, stock splits, stock combinations, reclassifications or similar events. The Series D Preferred Stock ranks, as to dividend rights and rights upon the Company’s liquidation, dissolution, or winding up, senior to all classes or series of the Company’s Common Stock. The terms of the Series D Preferred Stock donot limit the Company's ability to (i) incur indebtedness or (ii) issue additional equity securities that are equal or junior in rank to the shares of the Company's Series D Preferred Stock as to distribution rights and rights upon our liquidation, dissolution or winding up.

Holders of the Series D Preferred Stock are entitled to receive dividends, when, as and if declared by the board of directors, in its sole discretion, out of funds legally available for that purpose. Any dividends that* may*be declared shall be non-cumulative. No dividends have been declared to date.

The liquidation preference for each share of Series D Preferred Stock is $3.50. Upon a liquidation, dissolution or winding up of the Company, holders of shares of Series D Preferred Stock will be entitled to receive the liquidation preference with respect to their shares.

Each share of Series D Preferred Stock is convertible intoone share of Common Stock, at the option of the holder at any time. The conversion rate shallnot be adjusted for stock splits, stock dividends, recapitalizations or similar events. At any time after issuance upon the occurrence of any of the following events, the Company shall have a right to direct the mandatory conversion of the Series D Preferred Stock: (a) a change in control, (b) if the price of the Common Stock closes at or above $5.00 per share for10 consecutive trading days, or (c) if the Company consummates a firm commitment public offering of Common Stock for gross proceeds of at least $15 million at an offering price per share equal to or greater than $5.00.

The Company* may**not* authorize or issue any class or series of equity securities ranking senior to the Series D Preferred Stock as to dividends or distributions upon liquidation (including securities convertible into or exchangeable for any such senior equity securities) or amend the Company's Amended and Restated Certificate of Formation, as amended (whether by merger, consolidation, or otherwise), to materially, and adversely change the terms of the Series D Preferred Stock without the affirmative vote of at least a majority of the votes entitled to be cast on such matter by holders of the Company's outstanding shares of Series D Preferred Stock, voting together as a class. Otherwise, holders of the Company's Series D Preferred Stock donot have any voting rights.

During thenine months ended* January 31, 2026*, the Company issued 1,912,383 Units consisting of Series D Preferred Stock and warrants to purchase shares of Common Stock for gross proceeds of approximately $6.7 million. During thenine months ended* January 31, 2026*,1,375,616 shares of Series D Preferred Stock converted into 1,375,616 shares of the Company's Common Stock. At* January 31, 2026*, there were 536,767 shares of Series D Preferred Stock outstanding.

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Common Stock

The Company’s Certificate of Formation, as amended, authorizes 500,000,000 shares of Common Stock. As of* January 31, 2026* and* April 30, 2025*, the Company had 3,184,207 and 1,119,107 shares of Common Stock issued and outstanding, respectively.

During thenine months ended* January 31, 2026*, the Company entered into multiple exchange agreements with Streeterville that exchanged $1,975,000 in aggregate principal and $45,000 of accrued interest of its Streeterville Note for 570,626 shares of the Company's Common Stock. The issuance of the shares was made pursuant to the exemption from the registration requirements afforded by Section3(a)(9) of the Securities Act.

During thenine months ended* January 31, 2026*, the Company issued 1,375,616 shares of Common Stock as a result of conversions of Series D Preferred Stock.

On* September 18, 2023,the Company entered into an Equity Distribution Agreement (the “EDA”) with Maxim Group LLC as sales agent pursuant to which the Company mayoffer and sell up to $3.25 million shares of Common Stock under the ATM Facility. The shares maybe issued and sold from time to time through or to the placement agent acting as sales agent or principal pursuant to our shelf registration statement on Form S-3 (the “Shelf S-3”), as filed with the SEC on September 18, 2023.The $3.25 million shares comprised of Common Stock that maybe offered, issued and sold under the at-the-market offering prospectus is included in the $50.0 million of securities that maybe offered, issued, and sold by the Company under the base prospectus of the Shelf S-3. The Shelf S-3 was declared effective by the SEC on September 28, 2023.*

On* November 9, 2023,the Company entered into AmendmentNo.* 1 to the EDA with Maxim, pursuant to which the Company* may*sell up to $10.0 million shares of Common Stock from time to time through the sales agent.

On* November 17, 2023,the Company entered into AmendmentNo.* 2 to the EDA with Maxim, pursuant to which the Company* may*sell up to $15.0 million shares of Common Stock from time to time through the sales agent.

On* August 3, 2025,the Company entered into AmendmentNo.* 3 to the EDA with Maxim Group pursuant to which the Company* mayoffer and sell, from time to time, up to $25,000,000 of shares of Common Stock and the parties further agreed that Maxim will be entitled to compensation at a commission rate equal to 4.0% of the gross sales price per share sold pursuant to the EDA up to a maximum of $11,036,310 in gross proceeds to the Company, and 3.0% of the gross sales price per share sold pursuant to the EDA from any gross proceeds to the Company in excess of such amount; provided, however, that inno* event will the Company issue or sell through the Sales Agent such number of shares of Common Stock that would cause the Company or the offering of its shares of Common Stock tonot satisfy the eligibility and transaction requirements for use of Form S-3 (including General InstructionI.B.6 of Form S-3).

During thenine months ended* January 31, 2026*, the Company issued and sold 48,858 shares of Common Stock under the ATM Facility.

During thenine months ended* January 31, 2026*, the Company issued 70,000 shares of restricted stock to management. See further discussion in Note6.

The holders of Common Stock are entitled to receive dividends whenever funds and assets are legally available and when declared by the board of directors, subject to the rights of holders of Preferred Stock outstanding. No dividends were declared as of or through thenine months ended* January 31, 2026* and the year ended* April 30, 2025*.

Common Stock Warrants

The Company has issued warrants to investors in connection with funding or for services rendered and these warrants are convertible into a number of shares of the Company’s Common Stock for a period of 5 years from the date of issuance.

The following is a summary of warrant activity during thenine months ended* January 31, 2026*:

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During thenine months ended* January 31, 2026*, the Company issued warrants to purchase up to 1,912,383 shares of Common Stock, net of cancelled warrants, at an exercise price of $5.00 per share in connection with the Series D Preferred Stock Offering.

In* September 2025,*the Company issued warrants to purchase an aggregate amount of 12,000 shares of Common Stock at an exercise price of $3.65 per share as consideration for consulting services.

In* December 2025,*the Company issued Agent Unit Warrants to purchase an aggregate amount of 57,353 shares of Common Stock at an exercise price of $4.375 per share pursuant to the Placement Agent Agreement.

Note6. Stock-based Compensation

The Company grants certain employees and board members stock option awards where vesting is contingent upon a service period, as it believes that such awards better align the interests of its employees with those of its shareholders. Stock option awards are granted with an exercise price equal to or above the market price of the Company’s stock at the date of grant. Certain stock option awards provide for accelerated vesting if there is a change in control, as defined in the Nonstatutory Stock Option Agreement. Unvested stock options forfeit when an employee leaves the Company.

Time-based grants generally vest quarterly based on 3 years continuous service for executive directors and employees, or 12 months continuous service for directors and have 10-year contractual terms. The Company also grants stock option awards where vesting is contingent upon meeting various departmental and company-wide performance goals, including FDA and CE Mark regulatory approval and certain EBITDA and funding thresholds. Such performance-based stock options are expected to vest when the performance criteria and metrics have been met. These stock options have contractual lives often years.

2023 Equity Incentive Plan

On* March 15, 2023,the Company’s Board of Directors adopted the2023* Equity Incentive Plan (as amended, the “Equity Incentive Plan”). The Company's shareholders approved the Equity Incentive Plan at the Company's2023 annual shareholder meeting held on* January 17, 2024.The Equity Incentive Plan provides for the grant of nonstatutory stock options, incentive stock options, restricted stock, RSUs, performance units, performance shares, and other share-based awards. On November 27, 2023,the Company's Board of Directors approved and entered into AmendmentNo.* 1 to the Equity Incentive Plan to increase the initial number of shares issuable under the Plan from 25,000 shares to 85,000 shares.

On* July 9, 2025,the Company’s Board of Directors approved an amendment to the Company’s2023* Equity Incentive Plan, to increase the maximum aggregate number of shares of the Company’s Common Stock, $0.001 par value per share, that* may*be issued under the Equity Incentive Plan to 1,000,000 shares of Common Stock, plus such number of shares of Company's Common Stock, which is equal to the lesser of (i)25% of the total number of shares of all classes of Company's Common Stock and the Company’s preferred stock, $0.001 par value per share (the “Preferred Stock”), as converted to Common Stock, outstanding on the last day of each the immediately preceding fiscal year, and (ii) a lesser number of shares of our common stock determined by the Administrator (as defined in the Equity Incentive Plan) (collectively, the “Evergreen Shares”).

On* November 28, 2025,the Company’s Board of Directors approved an amendment to the Equity Incentive Plan to increase the maximum aggregate number of shares of the Company’s Common Stock, that maybe issued under the Equity Incentive Plan to 1,250,000 shares of Common Stock (the “Plan Amendment”). The number of shares of Common Stock available for issuance under the Equity Incentive Plan will be subject to automatic increase on thefirst* day of each fiscal year of the Company beginning with fiscal year beginning* May 1, 2026,*so that the number of shares of Common Stock available for issuance under the Equity Incentive Plan is equal to the lesser of: (i)25% of the total number of shares of all classes of Common Stock and preferred stock of the Company as converted to Common Stock outstanding on the last day of the immediately preceding fiscal year, and (ii) a lesser number of shares of Common Stock determined by the Administrator (as defined in the Equity Incentive Plan). The Plan Amendment is subject to the Company’s receipt of shareholder approval of the Plan Amendment and shall be considered and voted upon the shareholders of the Company at the Company’s next annual meeting of shareholders.

During thenine months ended* January 31, 2026*, the Company granted 604,000 stock options executive officers, directors, and board advisors. The stock options, which have an average exercise price of $4.36, will expire in 2035.

The following is a summary of service-based stock option activity during thenine months ended* January 31, 2026*:

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The following is a summary of performance-based stock option activity during thenine months ended* January 31, 2026*:

During thenine months ended* January 31, 2026*, management estimated the fair value of the awards utilizing the Black-Scholes Option Pricing model with the following weighted-average assumptions:

During thenine months ended* January 31, 2026and2025*, the Company recognized stock-based compensation for stock options of $987,542 and $153,939, respectively.

As of* January 31, 2026*, there was approximately $1.2 million of unrecognized compensation costs related to non-vested service-based Common Stock options and approximately $0.2 million of unrecognized compensation costs related to non-vested performance-based Common Stock options.

Restricted Stock Units and Restricted Shares Issued

In* July 2025,the Company granted 125,000 RSUs to executives of the Company which are all unvested at January 31, 2026*. The RSUs have a grant date fair value of $0.5 million and will vest upon FDA regulatory approval. There was approximately $0.5 million of unrecognized compensation costs related to non-vested RSUs at* January 31, 2026*.

In* November 2025,*the Company granted 70,000 restricted shares of Common Stock to its Chief Executive Officer and Chairman of the Board of Directors, Andrew Simpson. The restricted shares granted to Mr. Simpson shall vest in full subject to the satisfaction of all of the following conditions with respect to the applicable portion of the shares: (i) approval of any amendment or modification to or restatement of the Equity Incentive Plan, which, among other things, contemplates this award; and (ii)(x)1/3 rd of these shares shall vest on theone-year anniversary of the grant date (the “Initial Vesting Date”) and (y) thereafter,1/12 th of these shares shall vest on each subsequent quarterly anniversary of the Initial Vesting Date (each an “Additional Vesting Date” and together with the Initial Vesting Date, the “Vesting Dates”), such that all of these shares shall fully vest on thethree year anniversary of the grant date. Additionally, the shares shall immediately vest if the Company achieves $250,000 or more of revenue in any fiscal quarter ending following grant of awards. In the event of a Change of Control,100% of the shares shall vest immediately before the consummation of such event.

In* December 2025,*the Company granted 45,000 RSUs to Mark Hilz, the Company's Chief Operating Officer,15,000 RSUs to Danielle Watson, the Company's Chief Financial Officer. The RSUs granted to Mr. Hilz and Ms. Watson shall be settled promptly after the date on which all of the following conditions are satisfied with respect to the applicable portion of such RSUs: (i) approval of any amendment or modification to or restatement of the Plan, which, among other things, contemplates the award of the applicable RSUs; and (ii)(x)1/3 rd of these RSUs shall vest on the Initial Vesting Date and (y) thereafter,1/12 th of these RSUs shall vest on each subsequent quarterly anniversary of the Initial Vesting Date, such that all of these RSUs shall fully vest on thethree year anniversary of the grant date. Additionally, the shares shall immediately vest if the Company achieves $250,000 or more of revenue in any fiscal quarter ending following grant of awards. In the event of a Change of Control,100% of the RSUs shall vest immediately before the consummation of such event.

In* December 2025,*the Company granted 15,000 RSUs to each of the Company's non-employee directors. The RSUs granted to each non-employee Director shall be settled promptly after the date on which all of the following conditions are satisfied with respect to the applicable portion of such RSUs: (i) approval of any amendment or modification to or restatement of the Plan, which, among other things, contemplates the award of these RSUs; and (ii)1/2 of these RSUs shall vest on the Initial Vesting Date and (ii) thereafter,1/8 th of these RSUs shall vest on each subsequent quarterly anniversary of the Initial Vesting Date (each a “Director Vesting Date” and together with the Initial Vesting Date, the “Director Vesting Dates”), such that all of these shares shall fully vest on thetwo-year anniversary of the grant date. Additionally, the shares shall immediately vest if the Company achieves $250,000 or more of revenue in any fiscal quarter ending following grant of awards. In the event of a Change of Control,100% of such RSUs shall vest immediately before the consummation of such event.

Note7. Commitments and Contingencies

Operating Leases

The Company has a long-term operating lease for office, industrial, and laboratory space which was entered into in* May 2017.On September 27, 2022,the Company entered into the First Amendment to Lease (the “Lease Amendment”), which amended the Lease Agreement to document the exercise of its option to extend the term of the lease for an additional 64 months, commencing February 1, 2023,and expiring on May 31, 2028 (the “Extension Term”). Pursuant to the amendment, the Company will pay initial monthly payments of $13,129, beginning February 2023,subject to 3% annual increases. Rent expense for thenine* months ended* January 31, 2026* was approximately $108,000.

The Company records right-of-use assets and liabilities at the present value of the fixed lease payments over the term at the commencement date. The Company uses its incremental borrowing rate of 12% to determine the present value of the lease as the rate implicit in the lease is typicallynot readily available.

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Information related to the Company’s right-of-use assets and lease liabilities consist of the following:

As of* January 31, 2026*, future maturities of lease liabilities due under lease agreements for the period ended are as follows:

Litigation

From time to time, the Company* maybe subject to legal proceedings and claims that arise in the ordinary course of business. The Company doesnot* believe that the outcome of those matters will have a material adverse effect to the financial position, operating results or cash flows. However, there can beno assurance such legal proceedings willnot have a material impact.

The Company isnot aware of any material claims outstanding or pending against the Company as of* January 31, 2026*.

Royalty Agreements

In2013, the Company entered into an agreement (the “Technology Agreement”) with its founder, conveying ownership of all intellectual property and rights to the Company. As part of that agreement, the Company will make royalty payments, based upon paid MyoVistawavECG device unit sales, as follows:

The royalty obligation has afirst priority security interest and pledge on the covered technology (as defined in the Technology Agreement, which essentially is comprised of the intellectual property of the MyoVistawavECG device) in priority to the debt holders of the Loan and Security Agreement as discussed further in Note4.

Upon (i) the aggregate payment of $3,000,000 of royalties; (ii) the Common Stock having a closing quoted share price of $6,875 per share or more; or (iii) receipt by the Company of a bona fide offer valuing the Common Stock at $6,875 or more, then the secured interest and pledge shall be released.

In the event of a bankruptcy of the Company, any balance of the $3,500,000 royaltynot paid at that point would accelerate and become an immediately due debt obligation of the Company with the benefit of the secured interest and pledge (if it remained at such time).

In* December 2015,the Company entered into an agreement with The University Court of The University of Glasgow (“Glasgow”) for a non-exclusive license of the Glasgow algorithm interpretive analysis for the conventional ECG trace. The agreement was amended in March 2023,and as part of the agreement, the Company is required to make royalty payments, based upon MyoVistawavECG device unit sales dependent on sale volumes per year, subject to minimum annual fees. To date, such amounts have been expensed to research and development as the Glasgow algorithm has been part of the device development and will form part of the submission for FDA clearance of the MyoVistawav*ECG device.

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Collaboration Agreements

Rutgers Collaboration Agreement

On* November 29, 2022,*the Company entered into a multi-year Collaboration Agreement with Rutgers, The State University of New Jersey, to develop AI-ECG algorithms for new or improved ECG indications, which is expected to accelerate our product development pipeline and further expand the clinical value of an ECG for low-cost detection of heart disease.

Mount Sinai Collaboration Agreement

On* September 20, 2023,the Company entered into multiple definitive license agreements (each a “License Agreement” and collectively, the “License Agreements”) with Mount Sinai to commercialize a range of AI cardiovascular algorithms developed by Mount Sinai as well as a memorandum of understanding for ongoing cooperation encompassing de-identified data access, on-going research, and the evaluation of the MyoVistawav*ECG. The License Agreements, of which there areeleven in total, cover rights tothirteen AI cardiovascular algorithms, two data science methods for use with ECG waveforms andthree filed patents.

Note8. Segment Information

Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the CODM in deciding how to allocate resources and in assessing performance. The Company has determined that its CODM is its Chief Executive Officer.

Management and the CODM view the Company’s operations and manage its business inone operating segment, which is the business of identifying, developing and commercializing products and AI-ECG solutions in the cardiovascular diagnostic technology field. The CODM uses operating expenses to measure performance against progress in its clinical trials and its product development. The Company's CODM reviews and evaluates the total net loss for purposes of assessing performance, making operating decisions, allocating resources, and planning and forecasting for future periods.

The following table summarizes the segment's financial information including the Company's significant segment expenses:

Note9. Subsequent Events

Management has evaluated subsequent events after the balance sheet date of* January 31, 2026*, through the date of filing.

On* March 11, 2026,the Company and Streeterville amended the$2.5M* Streeterville Note to extend the maturity date to* June 30, 2026.*

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